AMENDED AND RESTATED EMPLOYMENT AGREEMENT
AMENDED
AND RESTATED
AGREEMENT (this “Agreement”)
made as of the twenty fifth (25th) day of
February, 2008 between LOEWS CORPORATION (the “Company”)
and XXXXX X. XXXXX (the
“Executive”).
W
I T N E S S E T H:
WHEREAS,
the Executive is currently serving as an executive employee of the Company
pursuant to that certain Employment Agreement dated as of January 1, 1999
between the Company and the Executive (as the same has been amended through the
date hereof, the “Existing Agreement”); and
WHEREAS,
the Company and the Executive desire that the Executive’s employment be
continued and that the Existing Agreement be amended and restated on the terms
and condition set forth herein.
NOW,
THEREFORE, in consideration of the premises and the covenants and agreements
hereinafter set forth, the parties agree as follows:
1. Term of
Employment. The Company does hereby engage and employ the
Executive and the Executive hereby accepts such Employment in an executive
capacity, for a term commencing on the date hereof and continuing through March
31, 2009 (the “Term”).
2. Duties. The
Executive accepts such employment and agrees that the Executive shall be
employed as a senior executive officer of the Company and as such shall perform
the duties which he heretofore performed as a senior executive officer of the
Company and such other duties, as may be required of him from time to time by
the Board of Directors in keeping with his position as a senior executive
officer of the Company. His office will be in New York City.
3. Other
Activities. The Executive hereby agrees that during the Term
he will not render services for any person, firm or corporation other than the
Company and its subsidiary and affiliated corporations; provided, however, that
the Executive may continue to devote a reasonable portion of his time and
attention to supervision of his own investments, to charitable and civic
activities and to membership on the Board of Directors or Trustees of other
non-competitive companies or organizations, but only to the extent that the
foregoing does not, in the aggregate, (a) require a significant portion of the
Executive’s time or (b) interfere or conflict with the performance of the
Executive’s services under this Agreement.
4. Compensation. As
basic compensation (“Basic Compensation”) for all of his services to the Company
and its subsidiaries hereunder, the Company will pay or cause to be paid to the
Executive, during the term of his employment, a salary at the rate of Nine
Hundred Seventy Five Thousand ($975,000) Dollars per annum, payable in
accordance with the Company’s customary payroll practices, as in effect from
time to time, and shall be subject to such increases as the Board of Directors
of the Company in its sole discretion may from time to time determine. In
addition to Basic Compensation, the Executive shall participate in the Incentive
Compensation Plan for Executive Officers of the Company (the “Compensation
Plan”) and shall be eligible to receive incentive compensation under the
Compensation Plan as may be awarded in accordance with its terms. The
compensation provided pursuant to this Agreement shall be exclusive of
compensation and fees, if any, to which the Executive may be entitled as an
officer or director of a subsidiary of the Company.
5. Benefits.
The Executive shall be entitled to participate in all employee benefit plans
from time to time provided by the Company during the Term which are generally
available to the executive employees of the Company and as to which the
Executive shall be eligible in accordance with the terms of such
plans.
6. Confidential
Information. The Executive shall keep confidential and shall
not at any time reveal to anyone outside of the Company any confidential or
proprietary information, know-how or trade secrets (except as may be required in
the furtherance of the Company’s business or objectives) pertaining to the
business of the Company or any of its subsidiaries or affiliates. This
obligation shall survive the termination of this Agreement and the employment of
the Executive by the Company and its breach or threatened breach may be enjoined
in any court of competent jurisdiction.
7. Miscellaneous. This
Agreement sets forth the entire understanding between the parties with respect
to the subject matter hereof and supersedes all prior understandings and
agreements. No change, termination or waiver of any of the provisions hereof
shall be binding unless in writing and signed by the party against whom the same
is sought to be enforced. The headings of the Agreement are for convenience of
reference only and do not limit or otherwise affect the meaning hereof. The
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused these presents to be duly
executed as of the day and year first above written.
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LOEWS
CORPORATION
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By:
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/s/ Xxxx
X. Xxxxxx
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Xxxx
X. Xxxxxx
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Senior
Vice President
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Accepted
and Agreed to:
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/s/
Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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